Fallen Heroes
by Artemis's Liege
Summary: Thanks to Rogue, the once mighty Avenger Ms. Marvel is now only a human and comatose in the hospital. Or is she?
1. Encounter

**Disclaimer:** All recognizable characters, settings, and other plot elements belong to Marvel. All other products and copyrighted works mentioned belong to their respective owners. I don't own anything, and I do not gain any profit from this page.

**Author's Note:** The views and opinions expressed in the story content do not correlate with the views and opinions of Artemis's Liege.

* * *

The hospital room was cold and sterile as always, the hint of cheeriness in the atmosphere the framed family photos and the vases of flowers sitting on the table. Rogue shivered briefly, unable to shake the February chill even as she stood beside the hospital bed. A fresh surge of anger at herself surfaced as she noticed that another homemade quilt had been added to the foot of the bed, obviously pain-stakingly sewn by someone who cared very deeply about the bed's occupant.

Here was a constant reminder of what she was at heart. In the end, she was someone who destroyed instead of repaired, harming in place of helping. Her mutation was uncontrollable, but guilt still swelled in her stomach as she looked at the figure on the hospital bed.

Carol Danvers.

Once upon a time, she had been Ms. Marvel, had fought supervillains alongside her team, the Avengers. But for now, she was merely mortal, and had been comatose for some time.

She knew from eavesdropping on the interns that checked in on Carol that in another month, she would be moved to a specialty hospital for coma patients. Even though Rogue disliked visiting the hospital, she felt that she should pay her respects to the superhero who she had practically killed, and because the specialty hospital would probably have much higher security, rendering her unable to see Carol any longer.

In the back of her mind, Rogue wondered if the reason she felt compelled to visit wasn't out of guilt, but some sort sick twisted pride that she had managed to defeat the other woman. Her actions were creepily reminiscent to a serial killer's, returning to gloat over the victim. Maybe, in the end, she was just like Mystique, her-

No. That was ridiculous. She had to stop playing these mind games with herself; there was nothing to be gained from it.

Seven months . . . from where she was standing, it seemed like ages ago. So much in her life had changed, and it was impossible to turn back the pendulum and pretend those events had never occurred. And here she was, in the hospital room that contained the secret of her most unforgivable actions. Nothing she had done in her time with the X-Men, no matter how many people she saved or helped, could ever compensate for what she had done to Carol.

She felt dizzy, and recalled she had been in such a hurry to catch the bus that morning she had neglected to eat breakfast. Suddenly, everything in the room seemed unreal to her, as if it was only the remnants of a half-forgotten dream, and she was overwhelmed by the sensation that she was slipping away from her own body, leaving her physical cage behind for a happier place elsewhere.

"Carol," she said sharply, not entirely sure why her lips formed the other woman's name, and the unearthly feeling evanesced as Rogue heard her own voice rasping her throat. Shaking, she sat down in a chair beside the bed.

A few minutes elapsed as she waited with bated breath, not entirely sure what she was expecting. During her previous visits, she had never spoken, just waited for an hour or two to pass until she felt ready to depart.

Now, Rogue stared at her hands, clad in black gloves, and looked over at Carol, watching as her chest steadily rose and declined. Pins and needles pricked her skin as her leg fell asleep, and she glanced at the floor and she stamped her foot several times to attempt make her nerve impulses flow properly again, and when she did, she thought she saw movement in Carol's bed from the corner of her eye.

Rogue straightened and stared fixedly at Carol, not sure that the bright hospital lights weren't playing tricks on her eyes. Several tense moments slowly ticked by.

Drawing in a deep breath, Rogue spoke. "Hello, Carol. It's me. This is kind of strange talking to you, but I read that it's good for coma patients to have someone talk to them. Even though you probably don't want to heat me, if you can hear, that is. If so, you'll most likely just wake up so you can take revenge on me for almost killing you."

She paused, feeling ridiculous that she was doing this in the first place. After all, it wasn't as if her voice alone could help Carol recover from the damage she herself had created.

And then, Carol's hand moved.

The air seemed to have slipped out of her lungs, and Rogue felt as if she was suffocating as she watched Carol's slowly hand reach up and remove her oxygen mask. The element hissed out of the tube, and Carol sat up, outstretching a hand to switch off the machine. Her long blonde hair had been freshly washed, and braided into a plait that reposed upon one shoulder.

Too shocked to do anything but stare, Rogue only returned her gaze as the woman turned penetrating blue eyes onto her.

"Who exactly are you?" Carol asked.

Rogue couldn't move her mouth to speak.

Carol continued, exposing flawlessly white teeth as she talked. "I mean, I know you're not human. But how were you able to take me down? I'm nigh invulnerable, or I was. And then you walk up to me, and it's all over."

"I . . ." Rogue could barely comprehend what she was saying. "My birth name has lost its meaning to me. I don't use it anymore because I know that I'm not human now."

"Huh. That's interesting," Carol commented.

Trying to breathe evenly, Rogue struggled to compose herself. "What the hell is this? You've been in a coma for over half a year, and now you want to get to know me? Shouldn't you be asking for your family or something? You do realize that I'm the person who attacked you, right?"

"You weren't attacking me of your own volition, though, were you?" Carol's blue eyes bored into her own.

"That part doesn't matter," Rogue said heavily. "Look at what happened to you!" She paused, and began to rise. "Actually, I should and get a doctor or somethi- "

"Forget about the doctor." One of Carol's hands clapped onto Rogue's thigh, and she froze. "I don't recall everything that happened to me." Carol fixed her with a level gaze. "Would you refresh my memory?"

Briefly, Rogue hesitated. "I'm a mutant. When I first discovered that, I was terrified, but a woman named Raven Darkholme offered to help me, and told that I could help make a difference in the world, make a safe place for mutants. She seemed so kind and generous, giving me place to stay when I was afraid to go home and tell my family what I was. So I did whatever she asked, trading my loyalty in return for her benevolence. Raven wanted to take me to a school here in New York, but before I did that, she sent me on a mission with two mutant terrorists as part of test. We had to infiltrate a government building to obtain specific files that would reveal what precisely the government knew about mutants, or if they even truly believed they existed. Even today, most people assume mutants are only an urban legend."

"I can hardly blame them for wanting to believe that," Carol said, eyeing Rogue.

Blanching, Rogue went on with her account of the events. "The associates of Raven were known as Kamikaze and Frenzy. I'm not sure if you remember the latter, but she sure remembers you. Something went wrong with our mission, the Avengers were alerted, and after we escaped, somehow both of my allies came into contact with my skin as you were pursuing us. It's weird, but if I touch a person's skin with my bare hands or something, I take parts of their personality, knowledge, memories. I know how to phase the worst parts out of my mind, but if I touch someone for longer than ten seconds, I have their entire life experience with me. That's my mutation, and I can't turn it off.

"You had defeated Frenzy from some earlier encounter at the time, and she was furious that you had gotten the better of her." Rogue glanced at Carol.

"I remember." Carol nodded. "She had attempted to kidnap the mayor of New York City."

"The moment she touched my skin, all of her anger was transferred me. She wasn't just upset, this was some kind of unstable, psychopathic rage. I couldn't control it, and with her and Kamikaze's mutant abilities, I went to fight you. And when I did, I held onto you for so long that the energy transfer was too much, and I took your complete psyche instead of just fragments. I thought that I was going insane, hell, I probably was out of my mind at that point, and I . . . threw your unresponsive body off the Brooklyn Bridge." Rogue sighed.

Carol arched an eyebrow. "You know, aside from that last part, it sounds that you were just young and naive and that this woman manipulated you. And even if you did try to kill me, you obviously weren't yourself, so I don't think you should be blamed for it."

Her nonchalance flummoxed Rogue. "I don't think that you're supposed to be this forgiving to a person who nearly killed you."

Carol shrugged. "Look, kid, how old are you?"

"Fourteen, almost fifteen," Rogue said charily.

"Then you're too young to be carrying around the world on your shoulders," Carol said flatly. "What happened to me was beyond your control. If you're coming to visit me, you obviously feel guilty and are trying to atone for your actions. Just let it go and move on with your life. Seriously, you have my permission."

"No." Rogue shook her head adamantly. "I don't want to forget you, Carol. You were an amazing woman and warrior. You still are."

"Quick question, kid. You said you totally absorbed my psyche, and then you were a raging lunatic. Who fixed that for you? This Darkholme person?" Carol asked.

"She had a friend who was a mutant telepath," Rogue replied. "He erased your psyche, your memories, your thoughts, your abilities."

"That's where you're wrong," Carol told her seriously. "My superhuman powers, my abilities of piloting, marksmanship, espionage, fluency in foreign language, the knowledge of the alien Kree culture, even my talent for writing, remain a part of you."

"That's impossible," Rogue said, staring at her.

"No, it's not," Carol said. "My abilities stem from a perfect synthesis of the human and Kree genetic template. And then you took my psyche, transferring that power to you. The superhuman abilities couldn't have been erased by a human mutant, because the Kree aren't human in nature."

"But those other talents you mentioned were _learned_," Rogue pointed out desperately.

"Yes, and I learned them well," Carol said with a hint of wistfulness, before her sober tone returned. "I'm not sure how those skills remain, only that they are, in fact, still with you. Perhaps your mind recognized them as assets and filed them away for safekeeping."

Rogue shook her head wordlessly.

Carol took a deep breath. "Listen to me, kid. What I said a few minutes ago, about forgetting me? Don't. Someday, when you have the chance, I want you to be Ms. Marvel for me."

"What?" Rogue demanded. "What are you talking about? I can't take you place, Ms. Marvel is you!"

"Not anymore." Carol held up her wrist, which was threaded with an I.V. "I'm just normal now. You have all the firepower."

"I can't," Rogue said softly.

"Why not?" Carol persisted. "You said that you wanted to make a difference awhile ago. Well, you can make a difference now. Go out and fight, be a hero." She smiled, and there was a glint of bitterness in her tone as she added, "If we want to be really _idealistic_ about this, we could say that it was meant to happen."

"Carol, I- " Rogue began, but it was too late. Carol had already slipped the oxygen mask back over her face, and laid down the bed, closing her eyes. She didn't respond.

"Carol?" Rogue stood from her chair, and the room seemed to jolt around her, as if she were shaking off sleep. She paused in confusion, gripping the steel railed attached to Carol's bed, blinking rapidly.

Had it really all been a dream?

* * *

With a heavy heart, Steve Rogers stepped out the hospital elevator, trying to rationalize with the sudden guilt that overcame him. Several months had managed to pass without working in a visit to Carol's hospital room, and now he was only arriving after a day of teaching his fine arts classes at Empire State University. He had been in Wakanda of late, helping T'Challa. Renegades had tried to overthrow the king's rule during a time when he would least suspect it, which in this case, was moments after his wedding ceremony to Monica Lynne was finished. Remembering his friendship with T'Challa's father, T'Chaka, Steve had remained in Wakanda after the wedding to help his fellow Avenger regain control of his people. In the end, T'Challa really hadn't required his aid, but Steve was just glad to be able to support his friend.

Steve wasn't proud that he had neglected to see Carol. The young woman had been his friend and ally. She fought beside him in battle, displaying an incredible amount of strength, courage and determination. Beyond her skills as a warrior, she had been a compassionate and encouraging confidante and teammates to the other Avengers.

His thoughts darkened as he thought about the circumstances of her hospitalization. Carol had been struck unconscious in the line of duty, and her assailants had fled. This itself was unusual, as Carol's strength and invulnerability rarely allowed her to be taken down for the count. But then, they had tried to revive her, to no avail. None of the great scientific minds, Tony Stark, Reed Richards, or Hank Pym, could do anything to awaken her. Even Doctor Strange, the Sorcerer Supreme, couldn't help her. Every attempted failed, although there was no discernable reason _why_. The only evidence they were able to discover was that Carol no longer possessed her Kree abilities. Eventually, they had seen no choice but to discreetly alert Carol's family to her condition, and having no knowledge of Carol's career as hero, they had immediately sent her to the hospital.

He sighed as he walked into Carol's hospital room, and was startled to see that a figure dressed in black was already standing by Carol's bed. His grip on the bouquet of star of Bethlehem roses tightened, but he kept his tone polite as he spoke. "Excuse me, but may I ask what you're doing here?

The figure turned, and Steve was surprised to see that it was a stunningly pretty young woman, although her age was difficult to pinpoint. With her statuesque athletic build combined with strong posture, long sleek auburn hair, worn loosely pulled back from her face, and elegant features, she could have been anywhere between sixteen to twenty years old. Her remarkable green eyes, a sharp contrast to her pale skin, gleamed with perception, becoming guarded as they locked onto his gaze. There was something about her, an aspect that struck Steve as odd, and he couldn't place it, but she seemed . . . _remote_ in a way, as if despite being in the same room as him, she remained a distance away.

"I was just leaving," she said coolly. There was a barely noticeable trace of an accent in her words, but it was so indistinct that Steve was unable to place it. She strode out the door, passing by a doctor walking in the opposite direction once she was in the hallway.

Frowning, Steve watched her go, then turned back to Carol.

* * *

Smirking, Jason Wyngarde glimpsed into the mind of Raven's daughter very briefly, just to ascertain that she had proceeded out of the building. Although it had been difficult to twist Carol's image to the girl's own perceptions, it wasn't unnecessary; there were two powerful telepaths at her boarding school, both of whom would most certainly notice if someone had tampered with her mind. But this way, it was impossible to tell if the interaction was a dream or an actual hallucination.

Once he was sure she had gone, he took the "Employees Only" elevator down to the ground floor, where he exited a back door unnoticed, dropping his "doctor" facade as he did so, and replacing it with the appearance of a respectable businessman. He hailed a cab to The Carlyle, an upscale hotel in Manhattan's Upper East Side, and entered Bemelmans Bar, a sophisticated establishment located within the hotel.

Raven, in the form of classically beautiful woman, was sitting at a table in the back of the bar, with a Sazerac for herself and a Black Velvet waiting for him.

"It's done," Jason informed her as he sat down in his chair.

A vulpine twisted upon Raven's lips. "Wonderful. With Rogue as Ms. Marvel, it should be simple to use her to infiltrate the Avengers. Thank you for your help, Jason."

"Anytime," Jason said smoothly. "Soon we'll be able to start working on Jean Grey. She has such untapped potential that I doubt anyone realizes the full extent of her power. If the Brotherhood can manipulate that to our advantage, we'll be invincible."

Raven raised her glass slightly. "To the superior race."

"To the superior race," Jason repeated with satisfaction.

They clinked glasses together and drank to the future.

* * *

**Author's Note:**

Mystique + Jason = Sosuke Aizen of the Marvel universe.

Kamikaze and Frenzy were two of Magneto's mutant acolytes from the comics.

Yes, Captain America was frozen in "Operation: Rebirth," but I'm ignoring that part. In this fanfic universe, Steve never had cancer (?), he was just frozen and forgotten about, until the Avengers found him on a mission and thawed him out. Now, he's kickin' ass and takes names with the best of 'em. Also, Steve is at heart, a really good guy, despite what Sally Floyd would say, so I wanted to use him to contrast Rogue's dark and cynical demeanor. Initially, I was going to use Peter Parker, but then I decided that he would probably be too busy selling his marriage to Satan to ever visit a friend in the hospital.

Also, this fic could be considered a sequel to "Empty Silences," though it doesn't have to be.

So tell me your thoughts. Constructive criticism is always welcome.


	2. Legacy

Presented by an uncommon moment of peace, Rogue decided to take initiative in preparation for her upcoming meeting with the Avengers team later that day. Alone in her spartan quarters at the S.H.I.E.L.D. training base, Rogue opened her small closet and extracted the specially designed uniform that she would wear as Ms. Marvel of the Avengers.

A smile of pride flickered over her face as she ran her hand down the metallic gold lightning bolt on the front, her fingers brushing against the smooth material.

After graduating from high school a year early and undergoing two months of S.H.I.E.L.D. training, the Ms. Marvel identity finally belonged to her. Astonishingly, all of her efforts had paid off in the end.

True, she had sacrificed much of her free during the summer and school year to gain the necessary credits for graduation, giving up Friday nights out and other fun activities in exchange for studying school textbooks. At seventeen and a half years old, she had no social circle and she had never been seriously romantically involved with any man or woman. Despite that the latter would appall certain people, inducing shudders in the typical teenage valley girl at the idea of never having a boyfriend, it truly didn't actually bother her all that much.

Though, it was slightly lonely at times, to always have rely on herself, unable to trust anyone else. But such things were irrelevant; her aspirations were about to be fulfilled, and that was what mattered.

Almost two years ago, she had finally reached peace with herself and her mutation, allowing others to touch her skin without side effects if she willed. And six months ago, she had activated Carol Danvers's abilities, which had remained latent in her mind for almost three years.

Now, she had undergone her final assessment as an agent and was hours away from becoming an Avenger; though her stomach was somersaulting in anxiety, an inner calm had settled over her, freezing her tension and preventing most of her worry from cycling through her mind.

In order for Rogue to train with S.H.I.E.L.D., both Professor Xavier and Logan had needed to convince Nick Fury of her sincerity and trustworthiness. Because Rogue had demonstrated to him that she retained Carol's espionage and combat skills, she had only needed to complete an eight-week training course. Under normal circumstances, a new trainee should have roomed in the barracks with the other cadets, but due to the unusual nature of Rogue's situation, she had been allowed a small room with basic furnishings.

She had left both of her families behind: her wealthy blood family of the D'Ancantos and her adoptive family of the X-Men. Though the latter had protested and objected to her plans, they had supported her decision to move forward into the next level of heroism nonetheless. When she departed from the Xavier Institute to join S.H.I.E.L.D., Rogue had vowed that she would never forget either of her families, and she faithfully kept in contact with both of them.

Shaking away the memories from her mind, Rogue slowly but steadily donned her uniform. She didn't care to wear one of those skintight catsuits that would showcase her body as many of the other superheroines did. Thus, Ms. Marvel's uniform had been considerably restyled in a variety of ways, including the addition of lightweight armor lined within the suit despite Rogue's invulnerability. The black base color had remained, as had the lightning bolt emblem on the front, but instead of the leotard-type outfit of Carol's, this costume was an entire bodysuit, covering even her neck.

Her hands were clad in tight but durable black gloves capable of maintaining grip on both weapons and vehicular controls, while Carol's sleek black boots now had been replaced by thigh-highs edged with metal over the toes and ridged across the knees. Though this uniform was meant to be practical rather than a fashion statement, Rogue had been unable to totally resist her aesthetic inclinations, and the boots were, admittedly, vaguely reminiscent of the steampunk style.

Rogue was relieved that she had been permitted to revamp Ms. Marvel's image when she adopted her identity. She wanted to follow Carol's wishes and carry on her legacy as Ms. Marvel, but she didn't want to replace Carol. She wanted distinction from Carol's Ms. Marvel; she didn't want to be the same person Carol was.

If there was one lesson Rogue had learned from her months of isolation from the rest of the world due to her poisonous skin, it was that wishing and trying to be someone else were utterly useless. In the end, it was more important that one accepted herself for who she was and try her damnedest to achieve her goals instead of wasting her time by changing herself to meet the expectations and standards set by others who didn't appreciate her true character.

She was the second Ms. Marvel, separate from the first, which was why she would go by simply "Marvel" rather than Carol's alias. She would be an amalgamation of herself and Ms. Marvel, not merely a continuation of whom Carol was.

Dressed in her uniform as "Marvel", Rogue gazed at her reflection in the mirror. Tall, almost five-eleven; vivid green eyes, vibrant to a point of near eeriness; winter-pale skin, her ivory face with its serious, contemplative expression complemented by her rich, dark auburn hair, of which the dyed white streaks had now faded out (she hadn't the time to re-dye her hair lately); pretty, she supposed; and though not overtly noticeable beneath her armored suit, she was athletic and lean, with visibly toned muscles.

Content, Rogue pulled her mask over her head, designed to her specifications. The tough material completely covered her entire head and the upper half of her neck, leaving not a trace of skin, hair, or any other hint of femininity exposed. She looked in the mirror again, considering the foreign false face that gazed back at her, the mask betraying nothing about her, instead giving off a rather foreboding and vaguely threatening air.

Definitely not Carol Danvers, and certainly not the blue-eyed Ms. Marvel with her long, flowing golden hair, exposed, long limbs, and dazzling smile, beloved by the public, especially the cameras.

She was Rogue, and Rogue could be Marvel.

* * *

**A/N:** I wanted to write another part this fic that shows Rogue actually becomes an Avenger and she's proud of herself for achieving that. I almost included a "Mwhha-ha-ha-ha" moment from Mystique, but then I decided to let Rogue have her moment of piece.

Also, the reason Rogue was so young in the first chapter was so she could join the Avengers right out of high school. Kicking ass and taking names_ is_ her career path.

This story kind of ties into an Avengers fanfic of mine called "**The Art of Substitution**", which details the Avengers' reactions to Rogue joining the team. The only discrepancy between this story and that one is the timeline, but if you want to read it as a companion to this fic, go ahead and let me know what you think.

I wanted Rogue's Ms. Marvel boots to look like Huntress's boot in JSA Classified #3, which you can see here (just take out the spaces): http : / scans-daily . dreamwidth . org / 3187533 . html # comments

**EDIT:** I rarely comment on this stuff, but it's incredibly annoying that people have this story on their favorites/alert list and can't be bothered to leave a review about what they thought. I just want to know if it can be improved at all.


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